EXHIBIT 99.2

Contacts:
Chief Executive Officer     SVP Finance                Media Relations
Zach Lonstein               William McHale             Michael Wilczak
Infocrossing, Inc.          Infocrossing, Inc.         Infocrossing, Inc.
201-840-4710                201-840-4732               201-840-4941
zlonstein@infocrossing.com  wmchale@infocrossing.com   mwilczak@infocrossing.com



      OPTION EXERCISED TO PURCHASE ADDITIONAL $12 MILLION OF INFOCROSSING'S
                            CONVERTIBLE SENIOR NOTES

LEONIA, NJ, JULY 1, 2004 - INFOCROSSING, INC. (NASDAQ: IFOX), a provider of
selective IT outsourcing and business processing solutions, announced today that
the initial purchaser of a previously announced private offering of $60 million
in aggregate principal amount of 4.0% Convertible Senior Notes due 2024 has
exercised in full its option to purchase an additional $12 million of notes. Net
proceeds from the private offering were used to repay approximately $40 million
of outstanding indebtedness, which bore interest at a rate of 9.0%, with the
balance to be used to fund potential acquisitions and for general corporate
purposes.

The closing of the option is expected to occur on July 6, 2004, and is subject
to the satisfaction of customary closing conditions.

Offers and sales of the notes were made only in the United States to qualified
institutional buyers in transactions exempt from the registration requirements
of the Securities Act of 1933, as amended. Neither the notes nor the shares of
the Company's common stock into which they will be convertible have been
registered under the Securities Act of 1933, as amended, or any state securities
laws, and they may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.

This announcement does not constitute an offer to sell, or the solicitation of
an offer to buy, any securities and shall not constitute an offer, solicitation
or sale in any jurisdiction in which such offer, solicitation or sale would be
unlawful.


ABOUT INFOCROSSING, INC. (http://www.infocrossing.com)

Infocrossing, Inc. (IFOX) is a provider of selective IT outsourcing services,
delivering the computing platforms and proprietary systems that enable companies
to process data and share information within their business, and between their
customers, suppliers and distribution channels. Leading companies leverage
Infocrossing's robust computing infrastructure, skilled technical team, and
process-driven operations to reduce costs and improve service delivery by
outsourcing the operation of mainframes, mid-range, open system servers,
networks and business processes to Infocrossing.


SAFE HARBOR FOR FORWARD-LOOKING AND CAUTIONARY STATEMENTS

This release contains forward-looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934, as amended. As such, final results
could differ from estimates or expectations due to risks and uncertainties,
including but not limited to: incomplete or preliminary information; changes in
government regulations and policies; continued acceptance of the Company's
products and services in the marketplace; competitive factors; technological
changes; the Company's dependence upon third-party suppliers; intellectual
property rights; difficulties with the integration of ITO Acquisition
Corporation d/b/a Systems Management Specialists; and other risks. For any of
these factors, the Company claims the protection of the safe harbor for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995, as amended.

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